SMITH BARNEY SERIES FUND
N-30D, 1995-02-28
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<PAGE>
                            SMITH BARNEY SERIES FUND
                               ANNUAL REPORT FOR
                                    SYMPHONY
                        A TAX-DEFERRED VARIABLE ANNUITY
                  A centered 3 1/2 x 5 picture of a conductor
                    leading his orchestra at the symphony is
                  shown under the fund name listed at the top.
 
                                                               DECEMBER 31, 1994
<PAGE>
SMITH BARNEY SERIES FUND
- - - - --------------------------------------------------------------------------------
 
Dear Owner:
 
We  are pleased to  present to you the  1994 annual report  for the Smith Barney
Series Fund which comprises  the underlying investment  options of the  Symphony
Annuity.
 
A REVIEW OF THE MARKET IN 1994
 
For  most investments, 1994 was both a difficult and an unusual year. There were
a number of positive forces in the financial markets last year, such as a strong
economy, rapidly  growing corporate  earnings, low  inflation and  a  recovering
world  economy.  These  beneficial  factors  were  more  than  counter-balanced,
however, by a weak dollar and fears of rising inflation on a worldwide basis. In
the United  States, inflation  worries  caused the  Federal Reserve  Board  (the
"Fed")  to raise the federal funds rate --  the rate banks charge each other for
overnight loans -- six times throughout the year.
 
The Fed  implements  monetary  policy  by raising  or  lowering  key  short-term
interest  rates. When 1994 began, the Fed's monetary policy was stimulative. The
federal funds rate was at 3%, its lowest level in more than 20 years. These  low
rates were intended to accelerate economic recovery from the 1991 recession.
 
Early  in  1994,  the Fed,  believing  that  a stronger  economy  might  lead to
inflation, raised the federal funds rate from 3.0% to 3.25%. That rate hike, and
another in March, caused heavy  selling in the stock  and bond markets, both  in
the  United States and abroad.  By December, the federal  funds rate had reached
5.5%.
 
The sell-off in stocks occurred in spite of extremely strong corporate earnings,
creating a stalemate in the equity  markets with the popular averages  producing
flat-to-slightly positive results for the year. While earnings helped push stock
prices  higher at times  during 1994, interest-rate  worries largely overwhelmed
corporate-profit growth.
 
In February of 1995, the Fed raised the federal funds rate for the seventh  time
in  a year by one-half percentage point.  Although the robust growth that closed
out 1994 has yet to translate into higher prices, the Fed views recent  economic
indicators  as pointing toward rising  wages, and consequently, price increases.
The Fed's goal is to contain such increases and keep inflation subdued which may
require additional  rate  hikes in  the  first half  of  the year.  We  believe,
however,  that the interest-rate cycle  will turn at some  point during the year
and that the  stock market will  benefit from the  prospect of lower  short-term
interest  rates and continued, though  perhaps somewhat slower, earnings growth.
Accordingly, we are cautiously optimistic that the capital markets in 1995  will
provide more attractive returns.
 
MONEY MARKET PORTFOLIO
 
Money  market funds  again presented  investors with  attractive and competitive
returns last  year,  especially when  compared  to other  short-term  investment
options.  Throughout  1994,  money  market  interest  rates  rose substantially,
propelled upward by the Fed's series of increases in short-term interest rates.
 
1
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SMITH BARNEY SERIES FUND
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In order  to  take advantage  of  rising interest  rates,  we kept  the  average
maturity  of  the Portfolio  very short.  We believe  that moderate  growth will
continue in 1995 which should cause the Fed to continue tightening its  monetary
policy.  For this  reason, we  will remain  cautious in  the near  term and will
continue to maintain a short average maturity.
 
INTERMEDIATE HIGH GRADE PORTFOLIO
 
In 1994, there was no place to hide in the bond markets. With the Fed increasing
the federal funds rate by 250 basis points to 5.5%, the two-year Treasury  yield
rose by 344 basis points and the 30-year Treasury yield rose by 153 basis points
to  end  the year  at  7.66% and  7.88%, respectively.  For  the past  year, the
Portfolio's total return was -3.05% compared with -2.92% for the Lehman Brothers
Aggregate Bond Index for  the same period.  During the first  half of the  year,
relative  performance  was  supported  by a  shorter  relative  duration  and an
overweighting  in  mortgages  (approximately   20%  of  the  Portfolio's   total
holdings).  During  the  second half,  the  Portfolio benefited  from  a barbell
maturity structure as the yield curve flattened significantly.
 
During the year we  eliminated our mortgage positions  and raised our  corporate
sector  holdings from 30%  to 40% with  purchases of industrial  credits such as
Chrysler   Financial    Corporation,    Federal    Express    Corporation    and
Telecommunications,  Inc.,  as  we  believe  that  the  economic  expansion will
continue to provide some support to the industrial sector. We also continued  to
underweight  domestic  banks  and  utilities  as  we  wait  for  more attractive
opportunities in these areas. While few opportunities remain for large gains  in
the  investment grade corporate bond market,  we believe high quality names will
continue to provide good performance.
 
Looking forward, we  are concerned that  Fed tightening will  continue to  drive
short-term interest rates higher. We believe that the two- to 30-year maturities
may be fairly valued but retain the potential for some negative price movements.
Consistent  with  this  outlook, emphasis  is  being  placed on  a  barbell type
structure using highly liquid U.S. Treasuries and high quality corporate issues.
 
DIVERSIFIED STRATEGIC INCOME PORTFOLIO
 
The Diversified Strategic  Income Portfolio  seeks high  current income  through
investments  in a  diversified portfolio of  fixed-income securities.  In a year
when extremely negative factors affected  the bond market, our asset  allocation
of 36% mortgage securities, 30% foreign bonds, 24% high yielding corporate bonds
and  10% in  cash and  other investments has  been beneficial  in minimizing net
asset value erosion. For the past year, the Portfolio produced a total return of
- - - - -2.81% compared to -2.92%  for the Lehman Brothers  Aggregate Bond Index  during
the same period.
 
In  the  mortgage  sector,  we  remain  committed  to  Ginnie  Mae  pass-through
securities as  a  means of  generating  a higher  income  stream to  offset  the
principal risk associated with higher interest rates.
 
The  high yield market  generated break-even results in  the fourth quarter. For
calendar year 1994, the  high yield market outperformed  the other fixed  income
markets because of its relatively lower interest rate sensitivity, especially on
middle  tier issues.  Over the  course of the  quarter, the  market continued to
offer reasonable value with yield spreads remaining over 400 basis points higher
than comparable maturity Treasury securities from less than 300 basis points  in
January, 1994.
 
We  maintained close to  a fully invested  position over the  past quarter ended
December 31, 1994. Our heaviest concentrations were in a number of  economically
sensitive  sectors including forest products and  paper, metals and mining, auto
and truck parts  manufacturing, and general  manufacturing. However, since  year
end  we have been methodically reducing our cyclical exposure in anticipation of
a potential economic  slowdown. At  the same time  we have  been increasing  our
 
2
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SMITH BARNEY SERIES FUND
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exposure  to  traditional defensive  sectors  including cable  TV, broadcasting,
media, and  wireless telecommunications  and paging.  We continue  to limit  our
overall  interest rate risk by limiting  overall portfolio average call adjusted
maturities to the six- to seven-year range.
 
In  the  foreign  investment  area,  European  countries  achieved  a  year   of
higher-than-expected  growth, particularly in  the U.K., with  the export sector
being very buoyant. This,  coupled with political concerns  in the U.S.,  helped
the  more solid European  currencies strengthen by over  10%. Fears of resurgent
inflation and concern over sharply  rising public borrowing requirements  pushed
longer  yields up  significantly over  the period  although shorter  rates moved
little. During the  coming months,  we anticipate  that this  will reverse  with
short rates rising by 1% to 2% while longer bonds stabilize.
 
EQUITY INCOME PORTFOLIO
 
This  past year was  a difficult one  for utility investors  as a combination of
rising interest rates and continuing concerns about industry deregulation caused
utility stocks to decline.  The majority of  the price decline  was a result  of
rising  long-term interest rates reflecting a stronger economy. Forces of change
continue to impact all levels of the utility industry and are being motivated by
a combination  of regulatory,  political and  consumer-driven efforts  to  lower
electricity  prices. During this  transition to a  more competitive environment,
careful stock selection and diversification are essential, as not all  companies
will be affected to the same degree.
 
The  substantial  period  of  underperformance of  utilities  compared  with the
broad-based equity  market appears  to  have ended.  The near  term  competitive
pressures and slower growth rates are reflected in the prices of many individual
issues.  During  the last  quarter of  1994,  several utility  industry analysts
increased their recommended portfolio weightings. We expect utilities to provide
competitive total  returns during  1995,  when compared  to the  overall  equity
market.  If market volatility  increases, utility investors  could outperform as
more defensive sectors attract investment capital.
 
Our portfolio  strategy  stresses  attractive relative  valuation  and  positive
fundamental  analysis.  This includes  both our  stock  and bond  weightings and
individual stock  selection.  Our  current  portfolio mix  is  78%  stocks  (54%
utilities,  19% telecommunication  and 5%  gas), 18%  bonds and  4% cash. Recent
additions  to  our  holdings  include:  American  Electric  Power  Inc.,  NIPSCO
Industries  Inc., Enron Corporation  and Panhandle Eastern  Corporation. We have
sold or  reduced  our  holdings  of Dominion  Resources  of  Virginia  Inc.  and
Allegheny  Power Systems Inc.  as we believe  the electric utility  sector to be
over-valued relative to the  electric utility sector. The  total return on  your
investment  during the past year was -10.20% compared with the Standard & Poor's
Daily Price Index of 500 Common Stocks ("S&P 500") which returned 1.31% for  the
same period.
 
EQUITY INDEX PORTFOLIO
 
The  objective  of  the Equity  Index  Portfolio  is to  give  holders  a return
approximately equal to that  of the U.S.  stock market, as  measured by the  S&P
500.  The Portfolio is currently 87% invested  in 486 stocks included in the S&P
500. The remaining  13% of the  Portfolio consists of  futures contracts on  the
index.  Over the  period, the pre-expense  performance of  the Portfolio closely
tracked the index. Any material deviation from  the index return is a result  of
the  fact that the  Portfolio cannot hold  certain stocks included  in the index
because of  legal  restrictions. During  the  past fiscal  year,  the  Portfolio
provided  investors with  a total  return of 0.85%.  By comparison,  the S&P 500
produced a total return of 1.31% for the same period.
 
3
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SMITH BARNEY SERIES FUND
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GROWTH AND INCOME PORTFOLIO
 
This past year was a difficult one for the capital markets. Both stock and  bond
returns  in  1994  were  well  below  their  long-term  averages.  Both  reacted
negatively as  the Fed  increased  interest rates  during  the year.  These  Fed
tightenings,  and the resulting fears of slower economic growth, have prompted a
subtle shift in stock  market leadership towards the  end of the year.  Consumer
companies  and other stocks considered to  be consistent growers outperformed at
the expense of more cyclical issues.
 
The Growth and Income Portfolio  concentrates on quality companies with  growing
dividends.  Although primarily an  equity fund, it  does hold several investment
grade corporate bonds. The Portfolio has a cyclical bent to its stock  holdings,
with   a  concentration  in  manufacturing   and  industrial  companies,  and  a
de-emphasis on more stable growth  sectors. This combination penalized  relative
performance  in 1994,  as the  market favored  lower quality  and lower yielding
companies. Also, the underweighting in stable growth sectors penalized  relative
performance  towards year  end. The total  return on your  investment during the
past year was -3.20% compared with 1.31% for the S&P 500 during the same period.
 
Within the Growth and  Income Portfolio, we  continue to emphasize  economically
sensitive  stocks. It is our belief  that the longer-term outlook for industrial
and manufacturing stocks  remains intact. These  companies are world-class,  and
costs  are low while product quality is  high. They are also benefiting from the
infrastructure  investments  by  emerging  market  economies.  We  believe  that
manufacturing and industrial stocks will be the premier performers in the '90s.
 
APPRECIATION PORTFOLIO
 
Although  the investment  background in  1994 was  difficult, with  our cautious
approach the Appreciation Portfolio continued  to offer a relatively good  haven
for  investors.  In a  period  marked by  a series  of  negative events  for the
financial markets, we believe our approach of investing in top-quality companies
with solid managements, excellent financials and attractive growth prospects  is
a time-proven method for long-term growth of capital.
 
In  our opinion, the weakness in the  financial markets during the first half of
1994 was due more to the process of reversing the prior speculative excesses  in
NASDAQ, emerging foreign markets, and the new issue market than to the upturn in
interest  rates. Since midyear, however, interest  rates have continued to rise,
partly because of  a strong  economy, but  also due  to an  acceleration of  de-
leveraging  by "derivative players." This has caused the overall market to stall
and some areas of the market to go through full-scale washouts.
 
While the overall market did not provide  good returns in 1994, there were  some
good  winners in the Portfolio, including  Johnson & Johnson, Amoco Corporation,
American International  Group  Inc.,  Gillette Company  and  Coca-Cola  Company.
However,  part of  the difficulty  with the market  was the  rapidity with which
stocks would decline on either no news,  or even on news which was positive  but
did  not exceed high expectations. Stocks  such as Eastman Kodak Company, duPont
(E.I.) De Nemours  & Company,  Federal National Mortgage  Corporation and  Xerox
Corporation,  which were big winners early in  the year, saw much of their gains
erased in a matter of days. We also had our share of poor performers,  primarily
in  the auto and financial sectors. Despite good earnings results, the stocks of
companies in these sectors corrected with the rise in interest rates. We believe
that the  fundamental outlook  for these  companies remains  good and  that  the
stocks  have overreacted  on the downside.  The total return  on your investment
during the past year  was -1.12% compared  to 1.31% for the  S&P 500 during  the
same period.
 
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SMITH BARNEY SERIES FUND
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We  enter 1995 with a more optimistic outlook  than we had 12 months ago as many
of the  conditions that  concerned us  in  early 1994  have been  resolved.  The
Portfolio is well positioned for potential growth in what we expect to be a less
hostile  environment this year. The recent Orange County, California, fiasco and
the unraveling of the  Mexican market have proven  once again that reaching  for
unreasonable  returns  carries  high  risks.  We  will  continue  to  manage the
Portfolio, not  just for  growth in  good times,  but also  for preservation  of
capital and low volatility in challenging times.
 
EMERGING GROWTH PORTFOLIO
 
The  Emerging Growth Portfolio  fell 7.48% during 1994,  declining with a market
that was in a correction caused  by rising interest rates. The NASDAQ  Composite
Index  fell  3.20% over  the same  period. The  market correction  more severely
impacted the high  growth stocks  that comprise the  majority of  assets in  the
Portfolio,  as many  investors decided  to take  the large  gains many  of these
stocks had enjoyed over  the previous three  years. There was  also a desire  by
some investors to reduce perceived risk in a less hospitable investment climate.
The  first  half of  the  year was  particularly  difficult, with  the Portfolio
declining 11.7%,  followed by  a rebound  in the  second half  as the  Portfolio
gained  4.8%. The rebound  was not broadly  based as technology  stocks were the
only big winners during the rally.
 
The investment style  employed by the  Portfolio is a  bottom-up approach  which
focuses  on stock  selection rather than  "market timing"  or "sector rotation."
Risk is controlled by maintaining a broadly diversified portfolio and not making
big bets  on  any one  sector  or stock.  Usually  the Portfolio  remains  fully
invested,  but cash levels  have risen to  approximately 10% during  the year in
response to the difficult market. Our  objective is to outperform the market  by
picking  the best stocks  in each sector.  This investment style  is designed to
deliver consistent results.
 
Stocks are selected based  on a company's potential  to deliver upside  earnings
surprises.  To find  such companies, we  look for rising  earnings estimates and
improving margins. Investments are made in the highest growth companies in  each
sector  that  meet the  screening criteria.  In general,  these will  be smaller
companies with revenues less than $1  billion. Our biggest gain during the  year
were  all technology stocks (reflecting that group's leadership during the year)
including: Broderbund  Software, Inc.,  LSI  Logic Corporation,  Tellabs,  Inc.,
Andrew Corporation and Atmel Corporation.
 
We  continue to  remain optimistic about  the prospect  for small capitalization
stocks. These stocks are still selling at historically low valuation levels when
compared to larger capitalization  stocks, and would  benefit strongly from  any
cut in the capital gains tax rate.
 
TOTAL RETURN PORTFOLIO
 
The  Total Return Portfolio appreciated 7.40% in 1994. This return was below our
objective of a  12% annual return  from capital gains,  dividends, interest  and
occasional  premiums  earned from  the sale  of  options. The  1994 performance,
however, compared favorably with that of the major market indices. Last year,  a
year which frustrated both bulls and bears alike, was a difficult one punctuated
by  one of the worst bond markets since  1927. Higher interest rates often are a
strong "headwind" for equity values.
 
The Portfolio's investment adviser, Davis Skaggs Investment Management, believes
that we are near the end of  the trend toward higher interest rates.  Short-term
rates are nearing those at the long
 
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SMITH BARNEY SERIES FUND
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end,  and it is the adviser's opinion that the worst of the news on the interest
rate front is over. We believe that one  of the keys to the stock market is  the
bond market, and we look for a slowing economy and somewhat lower interest rates
as 1995 unfolds.
 
The  largest position  in the  Total Return  Portfolio is  in high  quality real
estate investment trusts  (also known as  REITs). We believe  that, on  average,
REITs should increase their dividends by 7% this
year  for a  15% total  return. Our  second largest  sector is  in interest rate
sensitive issues  which were  under pressure  late in  1994 but  should  rebound
substantially if 1995 develops as we expect.
 
Energy  stocks make up our third largest holding. As a weighting of the S&P 500,
energy is now  at the lowest  level in 15  years. We feel  that continued  world
business expansion will cause earnings of many energy companies to grow at rates
faster than that of the S&P 500 in 1995.
 
If one wanted to choose an "all-ugly" list of stocks, airlines would qualify. We
believe  this sector may outperform  the market by as much  as a 2-to-1 ratio in
1995 and have chosen to participate  in this sector by investing in  convertible
securities.  As a general rule, convertible stocks have less volatility than the
underlying shares but capture much of  an upside. Other major positions  include
selected  drugs and pharmaceutical companies, leading technology, communications
and chemical companies.
 
Our long-term  view of  the market  suggests that  we need  to lean  toward  the
industrial  rather than the consumer  side of the market.  In 1994, our 104-year
financial assets-vs-hard assets chart gave its fourth buy signal since 1890,  in
favor of "hard assets." Although this signal is often anticipatory, it indicates
to  us that real estate, natural resource and commodity companies should make up
an important part of the Portfolio over the next three to five years.
 
For the fiscal  year ended  December 31,  1994, the  total return  on the  Total
Return  Portfolio was approximately 7.40% compared to 1.31% for the S&P 500. Our
current cash position is about 29% of assets. These assets will be committed  as
stock prices for selected issues reach our targets.
 
INTERNATIONAL EQUITY PORTFOLIO
 
The  International Equity Portfolio produced a total  return of - 8.36% in 1994,
which compares unfavorably with the 8.06% increase of the Europe, Australia  and
Far  East Index ("EAFE Index"). We believe our 1994 decline and underperformance
of the index was attributable to:
 
       *A relative  underweighted position  (10.5% at  year-end) in  yen-
        based  Japanese stocks  which dominated  the EAFE  Index. The yen
        appreciated substantially versus the dollar during 1994.
 
       *Rising  global  interest  rates,  which  provided  an  attractive
        alternative  to equities,  and which  can cause  a price-earnings
        multiple compression on growth stocks.
 
       *Sharp declines in selected markets, such as Hong Kong and Mexico,
        due to local macroeconomic and political developments.
 
       *Our policy of being virtually fully invested at all times.
 
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SMITH BARNEY SERIES FUND
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The near-term outlook for the international equity markets has been clouded, not
only by  the Mexican  peso devaluation,  which has  caused sympathetic  downward
pressure  on  other  Latin  markets,  but  also  by  the  expectation  of rising
short-term U.S. interest rates.
 
Nevertheless, corporate earnings growth  continues to be  good to excellent  and
that  gives us continued cause for optimism over  the next 12 to 24 months. Many
non-U.S. companies  are  restructuring,  and  the  global  economic  rebound  is
providing  cash  for  renewed  merger and  acquisition  activity  (i.e.,  in the
pharmaceutical and food sectors).  If the U.S. economy  begins to slow, as  some
forecasters are now envisaging, and concerns of recession emerge, we believe the
superior growth of the non-U.S. markets will again merit attention.
 
We are keeping with our long-term approach of diversified growth stock investing
and  have not made  any major changes  in holdings over  the past quarter. Latin
American holdings  comprised  14%  of  the Portfolio  of  which,  due  to  price
declines,  Mexican  holdings comprise  less than  5% of  the Portfolio.  We have
reexamined all our  Mexican positions  for potential  problems in  light of  the
devaluation.  The  geographic allocation  of  the Portfolio  is  now 35%  in the
Pacific Rim, 46% in Europe and 5%  in cash. Subsequent to year-end, our  Pacific
Rim  holdings  suffered  losses  due to  macroeconomic  conditions.  However, we
believe this decline was only  temporary and, therefore, have not  significantly
adjusted the Portfolio's holdings in the Pacific Rim.
 
IN CONCLUSION
 
The  table below summarizes the performance of  the Smith Barney Series Fund for
1994.
 
<TABLE>
 <S>                                                                 <C>
 1994 PERFORMANCE SUMMARY
 PORTFOLIO                                                           TOTAL RETURN
 ------------------------------------------------------------------  ------------
 Money Market......................................................       3.56%
 Intermediate High Grade...........................................      -3.05%
 Diversified Strategic Income......................................      -2.81%
 Equity Income.....................................................     -10.20%
 Equity Index......................................................       0.85%
 Growth & Income...................................................      -3.20%
 Appreciation......................................................      -1.12%
 Emerging Growth...................................................      -7.48%
 Total Return......................................................       7.40%
 International Equity..............................................      -8.36%
</TABLE>
 
We want to thank you for your participation in the Smith Barney Series Fund  and
pledge  out best efforts  to achieve competitive returns  in changing market and
economic environments. We look  forward to meeting your  financial needs in  the
years to come.
 
Sincerely,
HEATH B. MCLENDON
Chairman of the Board
and Investment Officer
February 13, 1995
 
7
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 PERFORMANCE COMPARISON - INTERMEDIATE HIGH GRADE PORTFOLIO AS OF 12/31/94
 
<TABLE>
<CAPTION>
        AVERAGE ANNUAL TOTAL RETURN
        ----------------------------
               with Waiver   without Waiver
 <S>           <C>           <C>
    Year
    Ended
    12/31/94     (3.05)%         (3.24)%
    Inception
    10/16/91
    through
    12/31/94      3.85%           2.59%
</TABLE>
 
The chart to the right compares the growth in value of a hypothetical $10,000
investment in Intermediate High Grade Portfolio on October 16, 1991 (inception)
with that of a similar investment in the Lehman Brothers Aggregate Bond Index.
Index information is available at month-end only; therefore, the closest
month-end to inception date of the Portfolio has been used. Figures for the
Lehman Brothers Aggregate Bond Index, an unmanaged index, are composed of the
Lehman Intermediate Government/Corporate Bond Index and the Mortgage-Backed
Securities Index and includes treasury issues, agency issues, corporate bond
issues and mortgage-backed securities.
A line graph depicting the total growth (including reinvestment of dividends and
capital gains) of a hypothetical investment of $10,000 in Series
Fund--Intermediate Grade Fund shares on October 16, 1991 through December 31,
1994 as compared with the growth of a $10,000 investment in the Lehman Brothers
Aggregate Bond Index. The plot points used to draw the line graph were as
follows:
 
<TABLE>
<CAPTION>
                                    Growth of $10,000
              Growth of $10,000     Investment in the
              Invested in shares     Lehman Brothers
 Month Ended     of the Fund       Aggregate Bond Index
 <S>          <C>                  <C>
  10/16/91          $10,000                 --
    10/91           $10,000               $10,000
    11/91           $10,030               $10,092
    12/91           $10,240               $10,392
    03/92           $10,085               $10,259
    06/92           $10,407               $10,674
    09/92           $10,844               $11,132
    12/92           $10,781               $11,161
    03/93           $11,160               $11,623
    06/93           $11,352               $11,932
    09/93           $11,631               $12,243
    12/93           $11,643               $12,250
    3/94            $11,411               $11,898
    6/94            $11,185               $11,775
    9/94            $11,218               $11,847
    12/94           $11,287               $11,892
</TABLE>
 
- - - - --------------------------------------------------------------------------------
The performance shown represents past performance and is not a guarantee of
future results. A mutual fund's share price and investment return will vary with
market conditions, and the principal value of shares, when redeemed, may be more
or less than original cost. The Portfolio waived fees and reimbursed expenses
from October 16, 1991 to the present. A shareholder's actual return for periods
during which waivers and reimbursements were in effect would be the higher of
the two numbers shown.
Average annual total returns are historical in nature and measure net investment
income and capital gain or loss from portfolio investments assuming reinvestment
of dividends. The returns do not reflect expenses associated with the subaccount
such as administrative fees, account charges and surrender charges which, if
reflected, would reduce the performance shown.
 
- - - - --------------------------------------------------------------------------------
 PERFORMANCE COMPARISON - DIVERSIFIED STRATEGIC INCOME PORTFOLIO AS OF 12/31/94
 
<TABLE>
<CAPTION>
        AVERAGE ANNUAL TOTAL RETURN
        ----------------------------
               with Waiver   without Waiver
 <S>           <C>           <C>
    Year
    Ended
    12/31/94     (2.81)%        N/A
    Inception
    10/16/91
    through
    12/31/94      3.74%           3.52%
</TABLE>
 
The chart to the right compares the growth in value of a hypothetical $10,000
investment in Diversified Strategic Income Portfolio on October 16, 1991
(inception) with that of a similar investment in the Lehman Brothers Aggregate
Bond Index. Index information is available at month-end only; therefore, the
closest month-end to inception date of the Portfolio has been used. Figures for
the Lehman Brothers Aggregate Bond Index, an unmanaged index, are composed of
the Lehman Intermediate Government/Corporate Bond Index and the Mortgage-Backed
Securities Index and includes treasury issues, agency issues, corporate bond
issues and mortgage-backed securities.
A line graph depicting the total growth (including reinvestment of dividends and
capital gains) of a hypothetical investment of $10,000 in Series
Fund--Diversified Strategic Income Fund shares on October 16, 1991 through
December 31, 1994 as compared with the growth of a $10,000 investment in the
Lehman Brothers Aggregate Bond Index. The plot points used to draw the line
graph were as follows:
 
<TABLE>
<CAPTION>
                                    Growth of $10,000
              Growth of $10,000     Investment in the
              Invested in shares     Lehman Brothers
 Month Ended     of the Fund       Aggregate Bond Index
 <S>          <C>                  <C>
  10/16/91          $10,000                 --
    10/91           $10,000               $10,000
    11/91           $10,020               $10,092
    12/91           $10,140               $10,392
    03/92           $ 9,930               $10,259
    06/92           $10,270               $10,674
    09/92           $10,354               $11,132
    12/92           $10,284               $11,161
    03/93           $10,749               $11,623
    06/93           $11,027               $11,932
    09/93           $11,287               $12,243
    12/93           $11,576               $12,250
    3/94            $11,310               $11,898
    6/94            $11,208               $11,775
    9/94            $11,247               $11,847
    12/94           $11,251               $11,892
</TABLE>
 
- - - - --------------------------------------------------------------------------------
The performance shown represents past performance and is not a guarantee of
future results. A mutual fund's share price and investment return will vary with
market conditions, and the principal value of shares, when redeemed, may be more
or less than original cost. The Portfolio waived fees and reimbursed expenses
from October 16, 1991 to December 31, 1993. A shareholder's actual return for
periods during which waivers and reimbursements were in effect would be the
higher of the two numbers shown.
Average annual total returns are historical in nature and measure net investment
income and capital gain or loss from portfolio investments assuming reinvestment
of dividends. The returns do not reflect expenses associated with the subaccount
such as administrative fees, account charges and surrender charges which, if
reflected, would reduce the performance shown.
 
8
<PAGE>
- - - - --------------------------------------------------------------------------------
 PERFORMANCE COMPARISON - EQUITY INCOME PORTFOLIO AS OF 12/31/94
 
<TABLE>
<CAPTION>
         AVERAGE ANNUAL TOTAL RETURN
        ----------------------------
               with Waiver    without Waiver
 <S>           <C>            <C>
    Year
    Ended
    12/31/94     (10.20)%        N/A
    Inception
    10/16/91
    through
    12/31/94       3.88%           3.72%
</TABLE>
 
The chart to the right compares the growth in value of a hypothetical $10,000
investment in Equity Income Portfolio on October 16, 1991 (inception) with that
of a similar investment in the Variable Annuity Lipper Equity Income Funds Peer
Group Average and S&P 500 Stock Index. Index information is available at
month-end only; therefore, the closest month-end to inception date of the
Portfolio has been used. The S&P 500 Stock Index is an unmanaged index composed
of 500 widely held common stocks listed on the New York Stock Exchange, American
Stock Exchange and over-the-counter market.
The Variable Annuity Lipper Equity Income Funds Peer Group Average is composed
of 41 equity income variable annuities.
A line graph depicting the total growth (including reinvestment of dividends and
capital gains) of a hypothetical investment of $10,000 in Series Fund--Equity
Income Fund shares on October 16, 1991 through December 31, 1994 as compared
with the growth of a $10,000 investment in Standard & Poor's 500 Index and
Variable Annuity Lipper Equity Income Funds Peer Group Index. The plot points
used to draw the line graph were as follows:
 
<TABLE>
<CAPTION>
                                                        Growth of $10,000
                                                        Investment in the
                                   Growth of $10,000     Variable Annuity
              Growth of $10,000    Investment in the   Lipper Equity Income
              Invested in shares   Standard & Poor's     Funds Peer Group
 Month Ended     of the Fund           500 Index              Index
 <S>          <C>                  <C>                 <C>
  10/16/91          $10,000               --                    --
    10/91           $10,000             $10,000               $10,000
    11/91           $10,020             $ 9,598               $ 9,698
    12/91           $10,200             $10,694               $10,434
    03/92           $ 9,957             $10,424               $10,392
    06/92           $10,522             $10,622               $10,618
    09/92           $11,124             $10,957               $10,918
    12/92           $11,397             $11,508               $11,463
    03/93           $12,268             $12,011               $12,298
    06/93           $12,545             $12,068               $12,556
    09/93           $13,080             $12,379               $13,105
    12/93           $12,583             $12,667               $13,170
    3/94            $11,554             $12,188               $12,753
    6/94            $11,144             $12,238               $12,877
    9/94            $11,163             $11,836               $13,445
    12/94           $11,300             $12,833               $13,185
</TABLE>
 
- - - - --------------------------------------------------------------------------------
The performance shown represents past performance and is not a guarantee of
future results. A mutual fund's share price and investment return will vary with
market conditions, and the principal value of shares, when redeemed, may be more
or less than original cost. The Portfolio waived fees and reimbursed expenses
from October 16, 1991 to December 31, 1992. A shareholder's actual return for
periods during which waivers and reimbursements were in effect would be the
higher of the two numbers shown.
Average annual total returns are historical in nature and measure net investment
income and capital gain or loss from portfolio investments assuming reinvestment
of dividends. The returns do not reflect expenses associated with the subaccount
such as administrative fees, account charges and surrender charges which, if
reflected, would reduce the performance shown.
 
- - - - --------------------------------------------------------------------------------
 PERFORMANCE COMPARISON - GROWTH & INCOME PORTFOLIO AS OF 12/31/94
 
<TABLE>
<CAPTION>
        AVERAGE ANNUAL TOTAL RETURN
        ----------------------------
               with Waiver   without Waiver
 <S>           <C>           <C>
    Year
    Ended
    12/31/94     (3.20)%        N/A
    Inception
    10/16/91
    through
    12/31/94      4.77%           4.31%
</TABLE>
 
The chart to the right compares the growth in value of a hypothetical $10,000
investment in Growth & Income Portfolio on October 16, 1991 (inception) with
that of a similar investment in the Variable Annuity Lipper Growth & Income
Funds Peer Group Average and S&P 500 Stock Index. Index information is available
at month-end only; therefore, the closest month-end to inception date of the
Portfolio has been used. The S&P 500 Stock Index is an unmanaged index composed
of 500 widely held common stocks listed on the New York Stock Exchange, American
Stock Exchange and over-the-counter market.
The Variable Annuity Lipper Growth & Income Funds Peer Group Average is composed
of 40 growth and income variable annuities.
A line graph depicting the total growth (including reinvestment of dividends and
capital gains) of a hypothetical investment of $10,000 in Series Fund--Growth &
Income Fund shares on October 16, 1991 through December 31, 1994 as compared
with the growth of a $10,000 investment in Standard & Poor's 500 Index and
Variable Annuity Lipper Growth & Income Funds Peer Group Index. The plot points
used to draw the line graph were as follows:
 
<TABLE>
<CAPTION>
                                                       Growth of $10,000
                                                       Investment in the
                                   Growth of $10,000   Variable Annuity
              Growth of $10,000    Investment in the    Lipper Growth &
              Invested in shares   Standard & Poor's   Income Funds Peer
 Month Ended     of the Fund           500 Index          Group Index
 <S>          <C>                  <C>                 <C>
  10/16/91          $10,000               --                  --
    10/91           $10,000             $10,000             $10,000
    11/91           $ 9,720             $ 9,598             $ 9,614
    12/91           $10,140             $10,694             $10,521
    03/92           $10,070             $10,424             $10,513
    06/92           $10,261             $10,622             $10,520
    09/92           $10,556             $10,957             $10,827
    12/92           $10,995             $11,508             $11,448
    03/93           $11,325             $12,011             $11,959
    06/93           $11,315             $12,068             $12,086
    09/93           $11,618             $12,379             $12,532
    12/93           $11,995             $12,667             $12,840
    3/94            $11,502             $12,188             $12,442
    6/94            $11,452             $12,238             $12,403
    9/94            $11,794             $11,836             $12,991
    12/94           $11,611             $12,833             $12,804
</TABLE>
 
- - - - --------------------------------------------------------------------------------
The performance shown represents past performance and is not a guarantee of
future results. A mutual fund's share price and investment return will vary with
market conditions, and the principal value of shares, when redeemed, may be more
or less than original cost. The Portfolio waived fees and reimbursed expenses
from October 16, 1991 to December 31, 1993. A shareholder's actual return for
periods during which waivers and reimbursements were in effect would be the
higher of the two numbers shown.
Average annual total returns are historical in nature and measure net investment
income and capital gain or loss from portfolio investments assuming reinvestment
of dividends. The returns do not reflect expenses associated with the subaccount
such as administrative fees, account charges and surrender charges which, if
reflected, would reduce the performance shown.
 
9
<PAGE>
- - - - --------------------------------------------------------------------------------
 PERFORMANCE COMPARISON - APPRECIATION PORTFOLIO AS OF 12/31/94
 
<TABLE>
<CAPTION>
        AVERAGE ANNUAL TOTAL RETURN
        ----------------------------
               with Waiver   without Waiver
 <S>           <C>           <C>
    Year
    Ended
    12/31/94     (1.12)%        N/A
    Inception
    10/16/91
    through
    12/31/94      5.27%           5.21%
</TABLE>
 
The chart to the right compares the growth in value of a hypothetical $10,000
investment in Appreciation Portfolio on October 16, 1991 (inception) with that
of a similar investment in the S&P 500 Stock Index. Index information is
available at month-end only; therefore, the closest month-end to inception date
of the portfolio has been used. The S&P 500 Stock Index is an unmanaged index
composed of 500 widely held common stocks listed on the New York Stock Exchange,
American Stock Exchange and over-the-counter market.
A line graph depicting the total growth (including reinvestment of dividends and
capital gains) of a hypothetical investment of $10,000 in Series
Fund--Appreciation Fund shares on October 16, 1991 through December 31, 1994 as
compared with the growth of a $10,000 investment in Standard & Poor's 500 Index.
The plot points used to draw the line graph were as follows:
 
<TABLE>
<CAPTION>
                                   Growth of $10,000
              Growth of $10,000    Investment in the
              Invested in shares   Standard & Poor's
 Month Ended     of the Fund           500 Index
 <S>          <C>                  <C>
  10/16/91          $10,000               --
    10/91           $10,000             $10,000
    11/91           $ 9,740             $ 9,598
    12/91           $10,490             $10,694
    03/92           $10,270             $10,424
    06/92           $10,260             $10,622
    09/92           $10,590             $10,957
    12/92           $11,133             $11,508
    03/93           $11,413             $12,011
    06/93           $11,330             $12,068
    09/93           $11,583             $12,379
    12/93           $11,926             $12,667
    3/94            $11,532             $12,188
    6/94            $11,618             $12,238
    9/94            $11,853             $11,836
    12/94           $11,792             $12,833
</TABLE>
 
- - - - --------------------------------------------------------------------------------
The performance shown represents past performance and is not a guarantee of
future results. A mutual fund's share price and investment return will vary with
market conditions, and the principal value of shares, when redeemed, may be more
or less than original cost. The Portfolio waived fees and reimbursed expenses
from October 16, 1991 to December 31, 1992. A shareholder's actual return for
periods during which waivers and reimbursements were in effect would be the
higher of the two numbers shown.
Average annual total returns are historical in nature and measure net investment
income and capital gain or loss from portfolio investments assuming reinvestment
of dividends. The returns do not reflect expenses associated with the subaccount
such as administrative fees, account charges and surrender charges which, if
reflected, would reduce the performance shown.
 
10
<PAGE>
- - - - --------------------------------------------------------------------------------
 PERFORMANCE COMPARISON - EMERGING GROWTH PORTFOLIO AS OF 12/31/94
 
<TABLE>
<CAPTION>
        AVERAGE ANNUAL TOTAL RETURN
        ----------------------------
               with Waiver   without Waiver
 <S>           <C>           <C>
    Year
    Ended
    12/31/94     (7.48)%         (7.84)%
    Inception
    12/3/93
    through
    12/31/94     (3.43)%         (4.33)%
</TABLE>
 
The chart to the right compares the growth in value of a hypothetical $10,000
investment in Emerging Growth Portfolio on December 3, 1993 (inception) with
that of a similar investment in the NASDAQ Composite Index. Index information is
available at month-end only; therefore, the closest month-end to inception date
of the Portfolio has been used. NASDAQ Composite Index is a market
capitalization price-only index that tracks the performance of domestic common
stocks traded on the regular NASDAQ market as well as foreign common stocks and
ADRs traded on the National Market System.
A line graph depicting the total growth (including reinvestment of dividends and
capital gains) of a hypothetical investment of $10,000 in Series Fund--Emerging
Growth Fund shares on December 3, 1993 through December 31, 1994 as compared
with the growth of a $10,000 investment in the NASDAQ Composite Index. The plot
points used to draw the line graph were as follows:
 
<TABLE>
<CAPTION>
                                   Growth of $10,000
              Growth of $10,000    Investment in the
              Invested in shares   NASDAQ Composite
 Month Ended     of the Fund             Index
 <S>          <C>                  <C>
    11/93             --                $10,000
  12/03/93          $10,000               --
    12/93           $10,410             $10,297
    3/94            $ 9,920             $ 9,855
    6/94            $ 9,191             $ 9,357
    9/94            $ 9,771             $10,130
    12/94           $ 9,631             $ 9,968
</TABLE>
 
- - - - --------------------------------------------------------------------------------
The performance shown represents past performance and is not a guarantee of
future results. A mutual fund's share price and investment return will vary with
market conditions, and the principal value of shares, when redeemed, may be more
or less than original cost. The Portfolio waived fees and reimbursed expenses
from December 3, 1993 to the present. A shareholder's actual return for periods
during which waivers and reimbursements were in effect would be the higher of
the two numbers shown.
Average annual total returns are historical in nature and measure net investment
income and capital gain or loss from portfolio investments assuming reinvestment
of dividends. The returns do not reflect expenses associated with the subaccount
such as administrative fees, account charges and surrender charges which, if
reflected, would reduce the performance shown.
 
11
<PAGE>
- - - - --------------------------------------------------------------------------------
 PERFORMANCE COMPARISON - TOTAL RETURN PORTFOLIO AS OF 12/31/94
 
<TABLE>
<CAPTION>
    AVERAGE ANNUAL TOTAL RETURN
   ----------------------------
                with      without
               Waiver     Waiver
 <S>           <C>       <C>
    Year
    Ended
    12/31/94     7.40%       7.30%
    Inception
    12/3/93
    through
    12/31/94     9.82%       9.53%
</TABLE>
 
The chart to the right compares the growth in value of a hypothetical $10,000
investment in Total Return Portfolio on December 3, 1993 (inception) with that
of a similar investment in the Standard & Poor's 500. Index information is
available at month-end only; therefore, the closest month-end to inception date
of the portfolio has been used. The S&P 500 Stock Index is an unmanaged index
composed of 500 widely held common stocks listed on the New York Stock Exchange,
American Stock Exchange, and over-the-counter market.
A line graph depicting the total growth (including reinvestment of dividends and
capital gains) of a hypothetical investment of $10,000 in Series Fund--Total
Return Fund shares on December 3, 1993 through December 31, 1994 as compared
with the growth of a $10,000 investment in Standard & Poor's 500 Index. The plot
points used to draw the line graph were as follows:
 
<TABLE>
<CAPTION>
                                   Growth of $10,000
              Growth of $10,000    Investment in the
              Invested in shares   Standard & Poor's
 Month Ended     of the Fund           500 Index
 <S>          <C>                  <C>
    11/93             --                $10,000
  12/03/93          $10,000               --
    12/93           $10,300             $10,121
    3/94            $10,514             $ 9,739
    6/94            $11,197             $ 9,778
    9/94            $11,248             $10,256
    12/94           $11,062             $10,253
</TABLE>
 
- - - - --------------------------------------------------------------------------------
The performance shown represents past performance and is not a guarantee of
future results. A mutual fund's share price and investment return will vary with
market conditions, and the principal value of shares, when redeemed, may be more
or less than original cost. The Portfolio waived fees and reimbursed expenses
from December 3, 1993 to the present. A shareholder's actual return for periods
during which waivers and reimbursements were in effect would be the higher of
the two numbers shown.
Average annual total returns are historical in nature and measure net investment
income and capital gain or loss from portfolio investments assuming reinvestment
of dividends. The returns do not reflect expenses associated with the subaccount
such as administrative fees, account charges and surrender charges which, if
reflected, would reduce the performance shown.
 
- - - - --------------------------------------------------------------------------------
 PERFORMANCE COMPARISON - INTERNATIONAL EQUITY PORTFOLIO AS OF 12/31/94
 
<TABLE>
<CAPTION>
        AVERAGE ANNUAL TOTAL RETURN
        ----------------------------
               with Waiver   without Waiver
 <S>           <C>           <C>
    Year
    Ended
    12/31/94     (8.36)%         (8.51)%
    Inception
    12/3/93
    through
    12/31/94     (7.35)%         (7.68)%
</TABLE>
 
The chart to the right compares the growth in value of a hypothetical $10,000
investment in International Equity Portfolio on December 3, 1993 (inception)
with that of a similar investment in the Morgan Stanley EAFE Index. Index
information is available at month-end only; therefore, the closest month-end to
inception date of the portfolio has been used. The Morgan Stanley EAFE Index is
a composite portfolio consisting of equity total returns for the countries of
Europe, Australia, New Zealand and countries in the Far East, weighted based on
each country's gross domestic product.
A line graph depicting the total growth (including reinvestment of dividends and
capital gains) of a hypothetical investment of $10,000 in Series
Fund--International Equity Fund shares on December 3, 1993 through December 31,
1994 as compared with the growth of a $10,000 investment in Morgan Stanley EAFE
Index. The plot points used to draw the line graph were as follows:
 
<TABLE>
<CAPTION>
                                   Growth of $10,000
              Growth of $10,000    Investment in the
              Invested in shares    Morgan Stanley
 Month Ended     of the Fund          EAFE Index
 <S>          <C>                  <C>
    11/93             --                $10,000
  12/03/93          $10,000               --
    12/93           $10,050             $10,724
    3/94            $ 9,370             $11,105
    6/94            $ 9,280             $11,682
    9/94            $ 9,960             $11,700
    12/94           $ 9,210             $11,589
</TABLE>
 
- - - - --------------------------------------------------------------------------------
The performance shown represents past performance and is not a guarantee of
future results. A mutual fund's share price and investment return will vary with
market conditions, and the principal value of shares, when redeemed, may be more
or less than original cost. The Portfolio waived fees and reimbursed expenses
from December 3, 1993 to the present. A shareholder's actual return for periods
during which waivers and reimbursements were in effect would be the higher of
the two numbers shown.
Average annual total returns are historical in nature and measure net investment
income and capital gain or loss from portfolio investments assuming reinvestment
of dividends. The returns do not reflect expenses associated with the subaccount
such as administrative fees, account charges and surrender charges which, if
reflected, would reduce the performance shown.
 
12
<PAGE>
SMITH BARNEY SERIES FUND
- - - - --------------------------------------------------------------------------------
ADDITIONAL INFORMATION (UNAUDITED)
 
On  April  29,  1994,  a  special meeting  of  the  shareholders  of  the Fund's
Diversified Strategic  Income  Portfolio  (the "Portfolio")  was  held  for  the
purpose of voting on the following matter:
 
    (1)  To approve a new sub-investment advisory agreement between the Fund, on
    behalf of the Portfolio, and  Smith Barney Global Capital Management,  Inc.,
    containing  substantially the same  terms and conditions  as the Fund's then
    existing sub-investment advisory agreement.
 
The results of the vote on the Proposal were as follows:
 
<TABLE>
<CAPTION>
                                         % OF
                                      OUTSTANDING      % OF SHARES
    VOTE            NO. OF SHARES       SHARES            VOTED
    -----------     -------------     -----------      -----------
    <S>             <C>               <C>              <C>
    Affirmative     4,275,532.498        88.903%          88.903%
    Against           170,534.607         3.546%           3.546%
    Abstain           363,143.492         7.551%           7.551%
                    -------------     -----------      -----------
      Total         4,809,210.597       100.000%         100.000%
                    -------------     -----------      -----------
                    -------------     -----------      -----------
</TABLE>
 
82
<PAGE>
                                        This report is submitted for the general
                                        information of the owners of the
                                        Symphony Annuity which invests in the
                                        Smith Barney Series Fund. It is not
                                        authorized for distribution to
                                        prospective investors unless accompanied
                                        or preceded by an effective Prospectus
                                        for the Fund, which contains information
                                        concerning the Fund's investment
                                        policies, fees and expenses, as well as
                                        other pertinent information.
 
                                        SYMPHONY
                                        investments are sponsored and managed
                                        by:
                                        Smith Barney Inc.
                                        and subsidiaries
 
                                        SYMPHONY
                                        is underwritten, issued and serviced by:
                                        IDS Life Insurance Company and
                                        IDS Life Insurance Company of New York
 
                                                               S-6225 F(2/95)



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